XML 31 R12.htm IDEA: XBRL DOCUMENT v3.20.1
Debt
3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Debt
Debt
The Company’s outstanding debt consisted of the following:
(in thousands)
 
As of March 31,
 
As of December 31,
 
 
2019
 
2018
Short-term financing:
 
 
 
 
Wells Fargo revolving credit facility
 
$
56,825

 
$
54,613

 
 
 
 
 
Long-term debt:
 
 
 
 
   Unsecured senior notes
 
$
55,000

 
$
55,000

Finance leases and other debt
 
522

 
456

Unamortized debt issuance costs *
 
(218
)
 
(288
)
Total long-term debt and finance leases
 
55,304

 
55,168

Less: Current maturities of long-term debt and finance leases
 
96

 
80

Long-term debt
 
$
55,208

 
$
55,088

*
Unamortized financing costs and deferred fees on the Wells Fargo Bank, N.A. (“Wells Fargo”) Revolving Credit Facility are not presented in the above table as they are classified as Prepaid expenses and other current assets on the Consolidated Balance Sheets.
Certain events of default (including delinquent filing of annual and periodic reports with the SEC and material weaknesses in the control environment) occurred with respect to the Company’s credit agreements. While waivers were obtained or debt was renegotiated with the respective lenders absent such waivers the debt would have been in breach of covenants. The Company pledged substantially all of its tangible and intangible assets, including inventory, receivables and fixed assets, as collateral under the Wells Fargo Credit Agreement.
Wells Fargo Credit Agreement
In June 2013, the Company entered into a credit agreement with Wells Fargo Bank, N.A. (“Wells Fargo”), which has been amended and restated from time to time (the “Wells Fargo Credit Agreement”). The Wells Fargo Credit Agreement enabled the Company to borrow under a revolving credit facility secured by substantially all of the Company’s tangible and intangible assets, including inventory, receivables and fixed assets. The Wells Fargo Credit Agreement has been amended several times since June 28, 2013.
Significant changes to the Wells Fargo Credit Agreement since December 31, 2018 are summarized in the table below:
Amendment Date and Title
Reason for Amendment
Significant Changes/Notes Regarding Amendment to the Wells Fargo Credit Agreement
May 16, 2019. Waiver to the June 28, 2016 Agreement
To consider implications of various events of default
• Waived any defaults that would arise from the failure to timely deliver annual audited financial statements for the fiscal year ended December 31, 2018 and the associated compliance certificate and the information required with it; provided that the financial statements and compliance certificate were delivered on or before December 31, 2019.

Unsecured Senior Notes
In April 2015, the Company entered into an agreement with certain institutional investors for a private sale of its unsecured senior notes for the aggregate amount of $55.0 million with an interest rate of 5.50% per annum (the “Unsecured Senior Notes”). Concurrently, in connection with the issuance of the Unsecured Senior Notes, the Company entered into an indenture agreement (“Indenture”), by and among the Company and its subsidiaries as guarantors and the Bank of New York Mellon, as Trustee. The Unsecured Senior Notes are unsecured debt of the Company and are effectively subordinated to its existing and future secured debt, including the debt in connection with the Wells Fargo Credit Agreement.
Significant amendments to the Unsecured Senior Notes since December 31, 2018 are included in the table below:
Amendment Date and Title
Reason for Amendment
Significant Changes/Notes Regarding Amendment to the Unsecured Senior Notes
October 30, 2019.
Fifth Supplemental Indenture
To extend the maturity date
• Extended maturity date to June 30, 2020 (which also extended the maturity date of the Wells Fargo Credit Agreement to May 1, 2020).
• The Company paid a fee of $0.3 million.

The interest rate on the Unsecured Senior Notes decreased to 7.50% per annum upon filing the Form 10-K for the fiscal year ended December 31, 2017 with the SEC in May 2019.
Credit Agreement
On April 2, 2020, the Company closed on its new senior secured revolving credit facility pursuant to the Credit Agreement with Standard Chartered. The Credit Agreement allows the Company to borrow up to $130.0 million and matures on March 26, 2021 with an optional 60-day extension subject to certain conditions and payment of a 0.25% extension fee. Borrowings under the Credit Agreement bear interest at either the base rate as defined in the Credit Agreement or London Interbank Offered Rate (“LIBOR”) plus 2.00% per annum, and the Company is required to pay a 0.25% commitment fee on the average daily unused portion of the revolving credit facility under the Credit Agreement. The Credit Agreement is secured by substantially all of the Company’s assets and includes certain financial covenants as well as a change of control provision. On April 2, 2020, the Company borrowed $95.0 million under the Credit Agreement and utilized the funds (i) to repay the outstanding balance of $16.8 million on the Wells Fargo Credit Agreement, (ii) to fully redeem and discharge $55.0 million in aggregate outstanding principal amount of the Unsecured Senior Notes and pay related interest, and (iii) for general corporate purposes. The Wells Fargo Credit Agreement was terminated in connection with repayment of the outstanding balance. The Company will recognize a loss on the extinguishment of the Wells Fargo Credit Agreement and the Unsecured Senior Notes of $0.1 million related to unamortized debt issuance costs and will defer additional debt issuance costs related to the closing of the Credit Agreement of $2.0 million.
The Wells Fargo Credit Agreement maturity date was the earlier of March 31, 2021, or 60 days prior to the final maturity of the Unsecured Senior Notes, which were to mature on June 30, 2020, resulting in a maturity date of May 1, 2020 for the Wells Fargo Credit Agreement.